EXHIBIT 10.4


                     TRANSPORTATION CONTRACT
                          ICC-CR-C-4553


     THIS TRANSPORTATION CONTRACT (hereinafter "Contract") is made this
28th day of September, 1987 by and between CONSOLIDATED RAIL CORPORATION,
a Pennsylvania corporation, (hereinafter "CR", "CONRAIL" or "RAILROAD"),
ALGERS, WINSLOW & WESTERN RAILWAY COMPANY, an Indiana corporation
(hereinafter "AWW" or "RAILROAD"), and INDIANAPOLIS POWER & LIGHT
COMPANY, an Indiana corporation (hereinafter "IPL" or "CONSIGNEE").
     
     WHEREAS, the Staggers Act of 1980 specifically authorized one or
more rail carriers to "enter into a contract with one or more purchasers
of rail services to provide specified services under specified rates and
conditions" (49 USC Section 10713); and
     
     WHEREAS, IPL operates electric generating facilities that consume
steam coal, and desires reliable and efficient transportation services
for such coal; and
     
     WHEREAS, IPL and CR are currently involved, as the complainant and
defendant respectively, in certain litigation before the Interstate
Commerce Commission under Section 229 of the Staggers Rail Act, which IPL
and CR desire to resolve.
     
     WHEREAS, CR and AWW are willing and able to provide transportation
services of such coal;
     
     NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
      
      1.  TERM OF AGREEMENT:  Performance under this Contract shall
begin with the date of filing with Interstate Commerce Commission
("ICC"), subject to the conditions of 49 CFR 1313.2.  Unless terminated
earlier in accordance with the provisions herein, this Contract shall
remain in effect through January 31, 1998.
      
      2.  APPLICABLE LAW:  Performance under this Contract shall be
governed by the laws of the State of Indiana, except as otherwise
provided herein.  The parties shall comply with all applicable laws,
statutes, ordinances, regulations and rules with respect to their
performance under this Contract.
      
      3.  GENERAL TERMS AND CONDITIONS:
          
          A.   Rates named in this Contract apply to the exclusion of
rates published elsewhere, except as otherwise provided in this Contract. 
The waybill date will govern as the date on which a shipment has been
made.  Rates named herein apply only from the origins to the destinations
named via routes shown herein and do not apply from or to intermediate
points.  Except as otherwise provided herein, these rates involve only
line-haul transportation and may not be used in combination with other
rates for the purpose of shipping from or to points not specifically
named in this Contract.
          
          B.   Except as modified in this Contract, all
classifications, tariffs, exempt circulars, government, AAR and Railroad
rules, regulations, and provisions, including, but not limited to,
loading, Uniform Straight Bill of Lading provisions and its terms, and
amendments thereto, will apply.  The Uniform Freight Classification Rules
10, 13, 24, 29 and 34, or exceptions thereto, will not apply.  Conrail
will absorb switching charges of terminal or connecting lines to the
extent such absorption is shown in tariffs lawfully filed with the ICC. 
Provisions governing detention, demurrage, and weighing are as stated in
Sections 11 and 12.  In the event of a conflict of inconsistency between
the terms, provisions and conditions of any classifications tariffs and
other documents specified above, and this Contract, the terms, provisions
and conditions of this Contract will govern.
          
          C.   The term "Contract Year" shall be defined as a calendar
year from January 1 through December 31, except for the first Contract
Year which will begin with the effective date of the Contract and end
December 31, 1987, and the last Contract Year which shall begin with
January 1, 1997 and end January 31, 1998.
          
          D.   The terms customer-owned or leased equipment or private
equipment shall mean any cars used in shipments moving under this
Contract carrying IPL reporting marks or any reporting marks which are
not those of a common carrier.
          
          E.   The term "ton" or "net ton" shall mean a ton of 2000
pounds of avoirdupois weight.
      
      4.  ADJUSTMENTS:  During the term of this Contract, rates named
herein will be adjusted only in the following manner:
          
          A.   Commencing with October 1, 1987 and continuing during
the term of this Contract, on each January 1, April 1, July 1, and
October 1 thereafter, the rates shall be adjusted (increased or
decreased) based on changes in the Rail Cost Adjustment Factor
(hereinafter RCAF) filed under the procedures of Ex Parte 290 (Sub. No.
2), Railroad Cost Recovery Procedures, including all amendments to said
procedures, as adopted and approved by the ICC.  However, in no event
shall rates be any less than those offered on the effective date of this
Contract.
               
               On the first day of each calendar quarter, the RCAF for
the coming quarter will be divided by the RCAF for the immediately
preceding quarter.  Rates of the immediately preceding quarter will be
multiplied by the resulting factor to produce rates and charges for the
new quarter.
          
          B.   In the event the RCAF is discontinued, adjustments to
rates shall be made in accordance with the provisions of Section 4.A on
the basis of an index or indices using comparable factors and formulae. 
Railroads will provide in writing to IPL a notice of anticipated index
discontinuance and a recommended basis for application of comparable
factors and formulae.
          
          C.   In the event parties do not agree on a basis for a
substitute index or indices as provided in Section 4.5, the matter will
be settled by binding arbitration as described in Section 19.  Any change
in effective rates and charges agreed to by the parties or determined by
arbitration shall be retroactively applied to the commencement of such
substitute index or indices, but not prior to the first quarter after
discontinuance of, or change to the RCAF.  The paying party or parties
shall pay the other party or parties within ninety (90) days of the date
the parties amend the Contract reflecting such change in rates and
charges.
          
          D.   It is the intent of the parties that, for purposes of
this Contract, rate increases when the RCAF increases and rate reductions
when the RCAF declines, shall not be subject to the procedures for a
"floor" or a "bank" adopted by the ICC in its decision served October 17,
1986 in Ex Parte 290 (Sub. No. 2), Railroad Cost Recovery Procedures.
               
               Should the ICC rule that productivity adjustments shall
be made to the RCAF in Ex Parte 290 (Sub. No. 4), such adjustments must
be incorporated when rates are calculated thereby.
      
      5.  LOSS AND DAMAGE:  Loss and damage claims shall be handled in
accordance with the terms of the Uniform Straight Bill of Lading, 49 CFR
Part 1005, and 49 USC 11707.  Notwithstanding the foregoing, loss and
damage liability shall be limited to IPL's full and actual loss on the
coal shipped, and shall not include special, consequential, indirect, or
punitive damages.
      
      6.  ASSIGNMENT:  This Contract shall be binding upon and inure to
the benefit of the parties, their successors and permitted assigns.  No
party may assign this Contract, or any rights hereunder, without the
prior written consent of the other party, but such consent shall not be
unreasonably withheld.
      
      7.  SERVICE, EQUIPMENT AND MINIMUM WEIGHTS:
          
          A.   Conrail and AWW agree to transport bituminous coal
provided for IPL by its coal suppliers from origins named herein to
destinations named herein in accordance with the terms of Attachment A
and B, respectively, and to provide related transportation services with
reasonable dispatch.  Conrail or its successors, or permitted assigns
shall provide such transportation service between points shown in
Attachment A to this Contract through January 31, 1998 or the termination
of this Contract, whichever occurs earlier.
          
          B.   Railroads shall provide railroad-owned or leased
equipment, and service under this Contract on the same basis that they
provide such equipment and service to other customers who do not have
contracts with Railroads.
          
          C.   Movements of consignments under this Contract will be
scheduled by Conrail.  IPL shall provide Conrail's Division
Superintendent, Southwest Division, 31 E. Georgia Street, Indianapolis,
IN  46204, or such other office as Conrail may designate, at least seven
(7) days before the end of each calendar month, sufficient information in
writing to enable Conrail to schedule movement of such consignments for
the next calendar month.  Information shall include origin, destination,
loading date and equipment ownership, tonnage, and number of cars
required for each consignment.  By Wednesday of each week IPL shall
provide telephone confirmation of the above information with any changes
necessary to facilitate movement of consignments for the following week. 
Conrail may change its notification requirements during the term of this
Contract, but may not do so if such change adversely affects IPL. 
Conrail and AWW shall exercise their best efforts to move consignments as
requested by IPL but cannot guarantee that scheduled dates and times will
be observed.  Conrail shall inform IPL of inability to comply with IPL's
request as far in advance as practicable.  If a cancellation order is
received less than eight (8) hours before scheduled time and date of
placement of empty cars at origin mine or after actual placement of empty
cars at origin mine a charge of five hundred dollars ($500.00) per
consignment cancellation subject to adjustment pursuant to Section 4,
will be assessed.
          
          D.   Loaded cars from any given loading point must be
tendered to the carrier blocked by the consignor in accordance with the
trainload consignment in which they are to be transported.  If this is
not done and it is necessary for the railroad to block the loaded cars, a
charge of two hundred and fifty-one dollars ($251.00) subject to
adjustment under Section 4 of this Contract will be assessed against the
consignor or his agent by the railroad which performs the blocking
service.
          
          E.   When rates in this Contract apply to privately-owned or
leased equipment, Conrail or AWW have no obligation to supply the
equipment specified to be privately-owned or leased for such rates.  This
Contract is not subject to the provisions of Tariff ICC PHJ 6007 Series
or Tariff ICC CR 9337 Series.
          
          F.   If cars furnished by IPL, or the consignor, are
unserviceable because of damage or destruction caused by Conrail or AWW
performing service under this Contract, Conrail or AWW must furnish
written notification to IPL, or consignor, that its cars (designating
them by car initial and number) were damaged or destroyed on (month-day-
year) and will upon written request by IPL, or consignor, furnish
standard railroad-owned cars of like capacity, if available, until such
time as the damaged car or cars are repaired or replaced, but only for a
period not exceeding 150 days after damage or destruction occurred, after
which time the railroad-owned car or cars shall be returned to Conrail or
AWW and the provisions of this Paragraph will no longer apply to such car
or cars.  Railroad-owned cars furnished to IPL, or consignor, under
provisions of this Paragraph will be furnished without charge.
               
               For the purpose of this Contract each substitute car or
cars will be considered as being furnished by IPL, or the consignor.
               
               IPL, or consignor, shall confirm request for the
substitution of railroad-owned, or consignor-owned, cars within 30 days
of the date damaged or destruction occurred to IPL-owned cars and shall
furnish a certificate stating:
          
          "This is to certify that on (month-day-year) the
          following cars (list car numbers) were destroyed
          or damaged and are being taken out of service to
          be either repaired or replaced."
          
          G.   Rates named in this Contract will apply only on cars
with a marked capacity of 197,000 pounds or more, except that rates
applicable in cars of railroad ownership will also apply when railroad
furnishes cars having a lower marked capacity.
          
          H.   Minimum weight per car on cars with marked capacity
less than 197,000 pounds shall be the marked capacity of each car, except
when cars are loaded to full visible or cubical capacity actual or
estimated weights will apply.  Minimum weight per car on cars with marked
capacity of 197,000 pounds or more shall be the marked capacity of each
car, except when cars are loaded to full visible or cubical capacity
actual or estimated weights will apply but not less than 95% of marked
capacity.  Actual or estimated weights will be determined as provided in
Section 12 of this Contract.
          
          I.   For all movements of bituminous coal named in this
Contract, except from Lynnville Mine, IN to Petersburg, IN, minimum
trainload consignment is 5000 tons, except when consignment consists of
50 or more cars with marked capacity of 197,000 pounds or more loaded to
full visible or cubical capacity then minimum trainload consignment shall
be the actual or estimated weight of lading in the consignment but not
less than 95% of marked capacity of all cars in the consignment.
          
          J.   All tonnage for inclusion in a trainload consignment
shall be tendered to Conrail or AWW on one bill of lading on one day, at
one time from one consignor at one origin, to one IPL destination at
Campbells, Indianapolis, or Petersburg, IN.  Oakland City Junction, IN on
the AWW will be the designated assembly point for shipments originating
at all stations on the AWW.
               
               If less than the minimum trainload consignment required
in connection with rates named in this Contract is tendered for shipment,
charges will be based on the minimum consignment applicable in connection
with such rates, or on actual rates published in tariffs on file with the
Interstate Commerce Commission, whichever is lower.
      
      8.  FORCE MAJEURE:  In the event that any party is unable to
perform as stated in this Contract due to or as a result of one or more
of the following causes:  Act of God, including, but not limited to
floods, storms, earthquakes, hurricanes, tornadoes, or other severe
weather or climatic conditions; destruction or breakdown of loading or
unloading facilities, mining equipment or plant facilities vital to coal
loading or unloading operations or the mining, transportation or plant
operations of a coal producer, CR, AWW or IPL not reasonably preventable
by routine or periodic maintenance; act of public enemy, war, blockade,
insurrection, riot, vandalism or sabotage; fire, accident, wreck,
derailment, washout or explosion; strike, lockout or labor dispute,
embargoes or AAR service orders; or governmental laws, orders or
regulations, including orders or regulations of environmental agencies,
this Contract shall be suspended at the affected origin and/or
destination only insofar as said origin and/or destination is affected by
described disability and only for the duration of such disability.  Any
absolute amount of volume commitment which is included in this Contract
shall be reduced proportionately for each day or portion thereof, of
disability under this Section.
          
          The term Force Majeure shall mean any such cause which is not
reasonably within the control of the party asserting the Force Majeure,
or its employees or agents, including coal producers, affecting its
performance under this Contract and the adverse effects of which are not
due to the fault or negligence of said party, employee, agent or persons
with whom it has such contracts.
          
          The party experiencing the Force Majeure shall use due
diligence to remove such cause of Force Majeure as may occur and its
performance shall be resumed hereunder.
          
          The party experiencing the disability will send written
notice to the other parties to this Contract, stating the Contract Number
and location and nature of such disability, and will act to cure the
disability as quickly as possible.  This notice shall be sent within ten
(10) days of the beginning of the disability.  Written notice shall also
be sent within ten (10) days of the end of such disability.
      
      9.  SHIPPING INSTRUCTIONS AND PAYMENT:  IPL shall place, or cause
to be placed, the following notation on all shipping instructions
prepared for shipments under this Contract:  "Shipped under Contract
Number ICC-CR-C-4553".  Freight bills will be presented based on shipping
instructions as provided by IPL.  Charges prescribed herein apply in
addition to all other transportation, accessorial and/or demurrage
charges which lawfully apply at or between points named herein.  Payment
of such charges shall be made in accordance with ICC Credit Regulations,
49 CFR 1320, which are in effect at the time the particular
transportation service is performed.
          
          Railroads' acceptance of a partial payment containing a
restricted endorsement does not limit the obligation of IPL for payment
to Railroads of the full amount of charges due under this Contract and/or
otherwise applicable tariff charges for traffic covered hereby.
          
          When a party other than IPL is to be billed for
transportation provided hereunder, IPL agrees to reimburse Railroads for
such payment where said party fails to make payment.
     
     10.  RATES:  Conrail shall transport bituminous coal from origins
named in Attachment A to this Contract to destinations named in
Attachment A of this Contract.  Conrail and AWW shall transport
bituminous coal from origins named in Attachment B to this Contract to
destinations named in Attachment B to this Contract.  IPL agrees to pay
rates and/or charges named in Attachments A and B.  (AWW does not
participate in the provision of service covered by rates named in
Attachment A; thus disclosure to such rates shall not be made to AWW).
     
     11.  LOADING, UNLOADING, PLACEMENT AND DETENTION:
          
          A.   Origin:   Governed by provisions of Tariff ICC CR-
                         9109 when on Conrail.
                         Governed by provisions of Tariff ICC PHJ
                         6008-Q, Item 646, Part A, or successive
                         issues thereof, when on AWW.
          
          B.   Destination:
               
               (1)  Does not Apply on Shipments Consigned from
                    Lynnville Mine, IN to Petersburg, IN.
                    
                    (a)  No detention charge will be assessed on
private cars held at destination on private tracks owned or leased by
IPL.
                    
                    (b)  Except as otherwise provided in this
Subsection, two (2) days (forty-eight [48] hours) free time will be
allowed  at destination for unloading each consignment, time to be
computed from the first 12:01 AM after placement of loaded cars on
unloading tracks of IPL.
                    
                    (c)  When delivery of cars cannot be made
because of any condition attributable to IPL, such cars will be
constructively placed on railroad-owned tracks at destination or at an
available hold point if they cannot reasonably be accommodated at
destination.  Except as otherwise provided in this Section, no free time
will be allowed on cars held under constructive placement.
                    
                    (d)  All cars, private or railroad-owned, held
under constructive placement for delivery upon the tracks of IPL will be
subject to a charge of twenty dollars ($20.00) per car per day or
fraction thereof time to be computed from the first 12:01 AM after
constructive placement of the first loaded car.
                    
                    (e)  When at the time of actual placement on
IPL's rail siding, lading is frozen or congealed so as to require
heating, thawing or loosening to unload, the two (2) days (forty-eight
[48] hours) free unloading time shall be extended an additional twenty-
four (24) hours provided that IPL shall notify Conrail's agent at
destination of the congealed or frozen condition of the lading within
twenty-four (24) hours after the cars are released.
                    
                    (f)  If as a result of Force Majeure conditions,
other than frozen lading, described in Section 8, IPL cannot unload and
release cars in accordance with the provisions of this Subsection, no
detention charges will be assessed.
                    
                    (g)  On all railroad-owned cars in a consignment
held on IPL's tracks beyond the free time specified herein, IPL will be
assessed detention charges as shown below for all cars in a consignment
until the entire consignment is released:
                        
                        Detention Charge
           
           $20.00 per car per day or fraction thereof
               
               (2)  Applies Only on Shipments Consigned from
                    Lynnville Mine, IN to Petersburg, IN.
                    
                    (a)  Except as otherwise provided in this
Subsection, five (5) hours free time will be allowed at destination for
unloading each consignment, time to be computed from actual placement of
loaded cars on the receiving tracks of IPL.
                    
                    (b)  After the expiration of free time as
provided in this Subsection, charges per consignment as shown below will
be assessed:
                    
                    Excess Time               Detention Charge
                                        
          1st hour or fraction thereof            $ 30.00
          2nd hour or fraction thereof             100.00
          3rd hour and each subsequent
              hour or fraction thereof             200.00

                    (c)  When at the time of actual placement on
IPL's rail siding, lading is frozen or congealed so as to require
heating, thawing or loosening to unload, the five (5) hours free
unloading time shall be extended an additional four (4) hours, provided
that IPL shall notify Conrail's agent at destination of the frozen or
congealed condition of the lading within four (4) hours of placement.
                    
                    (d)  If as a result of Force Majeure conditions,
other than frozen lading, described in Section 8, IPL cannot unload and
release cars in accordance with the provisions of this Subsection, no
detention charges will be assessed.
     
     12.  WEIGHING:
          
          A.   Weights for billing purposes will be based upon weights
determined by IPL or consignor from Conrail or AWW approved scales. 
          
          B.   In the event of an emergency, where weights as
described in Section 12.A are not available, an average cubical weight
factor will be established through use of historical actual weights on
coal from the specific origin, using the last three most recent
shipments.
          
          C.   Rates in this Contract do not include weighing service
by Conrail or AWW except as provided in Section 12.D herein.  If weighing
service is requested by IPL or consignor, an entire shipment must be
weighed at a charge of 38 cents per net ton (subject to adjustment under
Section 4 of this Contract) and the party making the request will be
charged for weighing of the entire shipment.
          
          D.   Conrail or AWW, at their sole option and convenience,
may weigh shipments in lieu of calculating average or estimated weights
under Section 12.B.
     
     13.  NOTICE PROVISION:  Except as otherwise provided in this
Contract, notices, statements, etc., which are required or permitted to
be given under this Contract shall be sent to the parties identified
below, or to such parties as Conrail, AWW or IPL may later identify:

If to Conrail:                          If to IPL:

Manager, Transportation Contracts       Vice President-Fuel Supply
Consolidated Rail Corporation           Indianapolis Power & Light 
Room 945, One Liberty Place               Company
1650 Market Street                      P. O. Box 1595B
Philadelphia, PA  19103-7399            Indianapolis, IN  46206

                               and

                                        If AWW:

Manager, Coal Marketing-Utility         General Manager
Consolidated Rail Corporation           Algers, Winslow and Western 
Room 1126, One Liberty Place              Railroad Company
1650 Market Street                      Route 2, P. O. Box 188
Philadelphia, PA  19103-7399            Oakland City, IN  47660

     14.  CONFIDENTIALITY:  The parties agree that all terms and
conditions of this Contract shall remain confidential and shall not be
disclosed to any other party, except to the extent necessary to obtain
regulatory approval and/or to perform according to the term and
conditions of coal supply contracts or this Contract.
     
     15.  ABANDONMENT OR SALE OF LINES OF RAILROAD:
          
          A.   For a period extending for five (5) years from the
effective date of this Contract, CR may not abandon the following lines
of railroad:  the Petersburg Secondary track between Kraft, IN and
Daylight, IN; the Lynnville Secondary track between Buckskin, IN and
Lynnville, IN; and the Bicknell Industrial Track between Rincon, IN and
Sandborn, IN, needed to effect transportation service under this
Contract.  On or after a period extending for five (5) years from the
effective date of this Contract, Conrail may, pursuant to appropriate
regulatory authority, abandon any of the aforementioned lines provided
that CR gives at least three (3) years prior written notice to IPL of
such abandonment and such other notice or notices as required by law.  In
agreeing to the foregoing, IPL does not waive its right to oppose any
attempt by Conrail to abandon any such line.
               
               In the event that such abandonment affects service to
some but not all of the origins or destinations named in this Contract,
the remainder of the contract shall continue in full force and effect,
and Conrail and IPL shall, in good faith, negotiate a revised minimum
tonnage commitment in light of such abandonment.
          
          B.   In the event that CR, pursuant to appropriate
regulatory authority, sells a line of railroad serving any origin or
destination named in this Contract, CR or purchaser will provide
transportation service as outlined in Section 7 of this Contract.  If a
line serving an origin or destination named in this Contract is sold,
Conrail may assign this Contract, in whole or in part, to purchaser to
the extent necessary to continue transportation service between points
named in this Contract.  In agreeing to the foregoing, IPL does not waive
its right to oppose any attempt by Conrail to sell any lien of the
railroad that may be necessary for service under this Contract.
     
     16.  GROSS INEQUITY:  It is the intent of the parties hereto that
each shall mutually benefit from the terms, conditions and provisions of
the Contract.  In the event that any party hereto shall suffer a gross
inequity resulting from an unforeseen substantial change in circumstances
or conditions, the parties shall negotiate in good faith to resolve or
remove such gross inequity; provided, however, that nothing herein shall
be construed to relieve any party of any of its obligations under this
Contract.
          
          A "Gross Inequity" shall specifically include rulings from
the ICC, or successor agency, which would have a significant adverse
effect upon the profitability of the transportation service rendered by
the Railroad.
     
     17.  MODIFICATION:  The parties agree that no change or
modification to this Contract shall be of any force or effect unless it
is incorporated in a written amendment executed by the parties.  All the
terms and conditions of this contract are contained herein and any prior
understandings and representations are superseded by this Contract.
     
     18.  IPL COMPLAINTS UNDER SECTION 229 OF STAGGERS RAIL ACT:  IPL
shall within thirty (30) days following the effective date of this
Contract, voluntarily dismiss with prejudice its complaint brought at the
ICC docketed at 38056.
     
     19.  ARBITRATION:  Any disputes arising under this contract,
except for those involving loss and damage claims, shall be resolved by
arbitration, following the procedures of the American Arbitration
Association and each shall be deemed bound by the award.  Each party
consents to the entry of judgment by any court having jurisdiction in the
matter in accordance with the decision of the arbitrator.
     
     20.  WAIVERS AND REMEDIES:  The failure of any party to insist
upon strict performance of any of the obligations of any other party
under this Contract or to take advantage of any of its rights shall not
be construed as a waiver of the performance of any such obligation or the
relinquishment of any such rights for the future, but the same will
continue and remain in full force and effect.
     
     21.  TARIFF PUBLICATION:  Unless the parties agree to extend the
term of this Contract or enter into a new Contract, at the end of the
term of this Contract or the earlier termination of this Contract, CR and
AWW shall upon sixty (60) days written notice from IPL file and publish a
tariff to meet the then existing transportation requirements of IPL at
the then existing rates covering all movements specified in Attachment A
and B, which tariff shall become effective January 31, 1998 or upon the
termination of this Contract, whichever date occurs earlier, and shall be
applicable for a minimum of ninety (90) days following the termination or
expiration of this Contract.
     
     22.  BANKRUPTCY:  Upon written notice and at the option of either
party, this Contract may be cancelled in the event a petition is filed by
or against the other party, its parent company or principal owner, under
bankruptcy, receivership or insolvency laws.  Such cancellation shall not
prejudice the rights of that party to recover any amounts due under this
Contract.
     
     23.  HEADINGS:  The headings to the respective Sections and
Paragraphs of this Contract are inserted for convenience of reference,
and are neither to be taken to be any part of the provisions thereof nor
to control or affect the meaning, construction or effect of the same.
     
     IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Contract to be executed by their duly authorized
representatives on the day and year first written above.

INDIANAPOLIS POWER & LIGHT         CONSOLIDATED RAIL CORPORATION
COMPANY



By:  /s/ Robert W. Hill            By:  /s/ not legible               

Title:  President                  Title:  Vice President-Marketing    


<PAGE>
ALGERS, WINSLOW AND WESTERN RAILWAY COMPANY
(Not a party to ATTACHMENT A, hereto)


By:  /s/ Robert A. Shaw            

Title:  General Manager           
<PAGE>
              TRANSPORTATION CONTRACT ICC-CR-C-4553

            ATTACHMENT A - RATES FROM CONRAIL ORIGINS


(This will not be furnished to AWW, as AWW does not participate in the
      provision of service covered by rates named herein.)


CUSTOMER NAME:      Indianapolis Power & Light Company

CUSTOMER STATUS:         Receiver

ADJUSTMENT OF RATES:     Rates are subject to quarterly adjustment as
                         provided in Section 4 of this Contract effective
                         with October 1, 1987.

VOLUME:             Three million (3,000,000) tons per year as
                    further described in this attachment.
                    
                                                Minimum         Minimum
Commodity                       Equipment       Weight          Trainload
  STCC          Route           Type            Per Car         Consignment


Bituminous      CR Direct       Open Top        As Provided     5000 Tons as
Coal 112                        Hopper Cars     in Section 7    further
                                as Provided     of Contract     described in
                                in Section 7                    Section 7 of
                                of this                         Contract
                                Contract                        (except from
                                                                Lynnville
                                                                Mine, IN to
                                                                Petersburg,
                                                                IN)

Origin (See Note 1)     Destination             Rate            Car Ownership
                                        (in cents Per Net Ton
                                        except as noted)

Hawthorne Mine, IN      Campbells, IN           360             Railroad
         "                 "                    325             Private
         "              *Indianapolis, IN       470             Railroad
         "              *     "                 420             Private
         "              Petersburg, IN          350             Railroad
         "                    "                 315             Private
Lynnville Mine, IN      Campbells, IN           530             Railroad
         "                    "                 470             Private
         "              *Indianapolis, IN       660             Railroad
         "              *     "                 560             Private
         "              **Petersburg, IN        $155 per        Private
                                                car (See
                                                Notes
                                                2 and 3)

Origin (See Note 1)     Destination             Rate            Car Ownership
                                        (in cents Per Net Ton
                                        except as noted)

Miller Creek Mine, IN   Campbells, IN           310             Railroad
       "                      "                 260             Private
       "                *Indianapolis, IN       420             Railroad
       "                *     "                 365             Private
       "                Petersburg, IN          300             Railroad
       "                      "                 250             Private

 *   Conrail will absorb not to exceed fifty ($50) dollars per car of
     switching charge assessed by the Indiana Rail Road Company (INRD)
     or successors on traffic to the E.W. Stout generating station of
     IPL, Indianapolis, IN.

**   Rate is in dollars per car regardless of weight of lading.  Minimum
     trainload consignment is 50 cars.  Minimum charge per consignment
     is $7,750 subject to adjustment under Section 4 of this Contract. 
     A maximum of sixty (60) railroad furnished cars may be used in this
     service in addition to the minimum required to be shipped in
     private cars furnished by the consignor or IPL under this rate.

VOLUME:

     A.   IPL agrees that in each Contract Year, except the first and
last Contract Years, it will ship or cause to be shipped, subject to the
provisions of this contract, not less than three million (3,000,000) tons
of bituminous coal.  For purposes of volume calculation each carload of
bituminous coal shipped from Lynnville Mine, IN to Petersburg, IN on a
"per car" rate shall be considered as containing 100 tons.  During the
first contract year IPL agrees that it will ship or cause to be shipped
not less than five hundred thousand (500,000) tons of bituminous coal. 
During the last Contract Year IPL agrees that it will ship or cause to be
shipped not less than 3,250,000 tons of bituminous coal.  All bituminous
coal tonnage consigned to IPL at destinations named in this Contract from
any origin, whether or not named in this Contract, on which Conrail
receives a line haul movement will be counted toward the yearly volume
commitments named in this Contract.

     B.   If IPL fails to ship or cause to be shipped during any
contract year the volume specified in paragraph A, above, subject to
adjustment pursuant to Section 8, IPL shall pay Conrail $1.55 per net ton
for each ton of shortfall, subject to adjustment under Section 4 of this
Contract.

     C.   Within thirty (30) days of the conclusion of each contract
year, IPL shall furnish a written statement showing the contract number,
the contract year for which the statement is applicable, and the total
number of tons shipped from each origin to each destination under this
Contract.

     D.   IPL shall maintain records sufficient to document IPL's
performance under this Contract during each Contract Year thereof, and
shall make such records available for inspection by Conrail or its agent
on reasonable notice and during normal business hours.

<PAGE>
EXPLANATION OF NOTES:

Note 1 - Stations shown below under Column A do not have facilities for
loading bituminous coal as of the effective date of this Contract.  In
the event that such facilities should become available and comply with
the provisions of this Contract, rates from stations shown opposite
thereto in Column B will apply.

            Column A              Column B

          Daylight, IN        Lynnville Mine, IN
          Lyons, IN           Hawthorne Mine, IN
          Newberry, IN        Miller Creek Mine, IN
          Sandborn, IN        Hawthorne Mine, IN
          Worthington, IN          Miller Creek Mine, IN


Note 2 -  In the event that IPL ships or causes to be shipped more than
30,000 carloads, but not more than 35,000 carloads, on this rate during
any Contract Year (or more than 32,500 carloads, but not more than 37,900
carloads, during the last Contract Year), a refund of eight dollars
($8.00) per car will be made by Conrail to IPL for all cars shipped under
this rate during that Contract Year.

Note 3 - In the event that IPL ships, or causes to be shipped, more than
35,000 carloads on this rate during any Contract Year (or more than
37,900 carloads during the last Contract Year), a refund of twelve
dollars ($12.00) per car will be made by Conrail to IPL for all cars
shipped under this rate during that Contract Year.
<PAGE>
              TRANSPORTATION CONTRACT ICC-CR-C-4553

              ATTACHMENT B - RATES FROM AWW ORIGINS


CUSTOMER NAME:      Indianapolis Power & Light Company

CUSTOMER STATUS:         Receiver

ADJUSTMENT OF RATES:     Rates are subject to quarterly adjustment as
                         provided in Section 4 of this Contract effective
                         with October 1, 1987.    


                                                Minimum         Minimum
Commodity                       Equipment       Weight          Trainload
  STCC          Route           Type            Per Car         Consignment

Bituminous      AWW-Oakland     Open Top        As Provided in  5000 Tons as
Coal 112        City Jct.,      Hopper Cars     Section 7 of    further
                IN-Conrail      as Provided     of Contract     described in
                                in Section                      Section 7 of
                                7 of Contract                   Contract
                                                                   


Origin          Destination             Rate            Car Ownership
                                (in cents Per Net Ton)

Algers, IN      Campbells, IN           530             Railroad
Ayrcoe, IN            "                 470             Private
Enosville, IN   *Indianapolis, IN       660             Railroad
Oakland City
  Jct., IN      *      "                560             Private
Winslow, IN     Petersburg, IN          185             Railroad
                       "                141             Private

 *   Conrail will absorb not to exceed fifty ($50.00) dollars per car of
     switching charge assessed by the Indiana Rail Road Company (INRD)
     or its successors on traffic to the E. W. Stout generating station
     of IPL, Indianapolis, IN.
<PAGE>
                       AMENDMENT NO. 1 TO
              TRANSPORTATION CONTRACT ICC-CR-C-4553

     This Amendment to Conrail Contract ICC-CR-C-4553 made and entered
into the 1st day of November, 1988 is by and between CONSOLIDATED RAIL
CORPORATION (hereinafter "CR" or "Conrail"), a Pennsylvania corporation,
and INDIANAPOLIS POWER & LIGHT COMPANY (hereinafter "IPL" or
"Consignee"), an Indiana corporation.
     
     I.   The parties hereby agree to revise Sections as shown herein
to read as follows:
     
     4.   ADJUSTMENTS:  During the term of this Contract, rates named
herein will be adjusted only in the following manner:
          
          A.   Commencing with October 1, 1987 and continuing during
the term of this Contract, on each January 1, April 1, July 1, October 1
thereafter, the rates shall be adjusted (increased or decreased) based on
changes in the Rail Cost Adjustment Factor (hereinafter RCAF) filed under
the procedures of Ex Parte 290 (Sub. No. 2), Railroad Cost Recovery
Procedures, including all amendments to said procedures, as adopted and
approved by the ICC.  However, in no event shall rates be any less than
those offered on the effective date of this Contract.  If rates are
subsequently established by amendment to this Contract, in no event shall
rates be less than those offered on the effective date of such amendment.
               
               On the first day of each calendar quarter, the RCAF for
the coming quarter will be divided by the RCAF for the immediately
preceding quarter.  Rates of the immediately preceding quarter will be
multiplied by the resulting factor to produce rates and charges for the
new quarter.
          
          B.   No. change from original Contract.
          C.   No. change from original Contract.
          D.   No. change from original Contract.
     
     7.   SERVICE, EQUIPMENT AND MINIMUM WEIGHTS:
          
          A.   Conrail and AWW agree to transport bituminous coal
provided for IPL by its coal suppliers from origins named herein to
destinations named herein in accordance with the terms of Attachment A as
may be amended, and Attachment B, respectively, and to provide related
transportation services with reasonable dispatch.  Conrail or its
successors, or permitted assigns shall provide such transportation
service between points shown in Attachment A to this Contract, as may be
amended, through January 31, 1998, or the termination of this Contract,
whichever occurs earlier.
          
          B.   No change from original Contract.
          C.   No change from original Contract.
          D.   No change from original Contract.
          E.   No change from original Contract.
          F.   No change from original Contract.
          G.   No change from original Contract.
          H.   No change from original Contract.
          I.   No change from original Contract.
          J.   No change from original Contract.
     
     II.  The parties, by their signature of this Contract Amendment,
and intending to be legally bound, hereby expressly indicate that all of
the provisions of the original Contract, except as otherwise provided
herein, remain in full force and effect and that such provisions,
together with this Amendment, constitute the entire agreement between the
parties.  (AWW does not participate in the provision of service covered
by this Amendment and shall not be furnished a copy hereof.)
     
     IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Amendment to be executed by their duly authorized
representatives on the date first written above.

INDIANAPOLIS POWER & LIGHT         CONSOLIDATED RAIL CORPORATION
COMPANY


BY:     /s/ Robert W. Hill         By:     /s/ Charlie Marshall  

TITLE:    President                TITLE:  Sr. Vice President -  
                                      Marketing & Sales     
<PAGE>
                       AMENDMENT NO. 1 TO

              TRANSPORTATION CONTRACT ICC-CR-C-4553


     AMENDMENT TO ATTACHMENT A - RATES FROM CONRAIL ORIGINS

 (This will not be furnished to AWW, as AWW does not participate
   in the provision of service covered by rates named herein.)




     All of the provisions of Attachment A to original Contract, except
as expressly provided herein, remain in full force and effect, and such
provisions, together with this Amendment, constitute the entire agreement
between the parties concerning rates from Conrail origins.

ADJUSTMENT OF RATES:     Rates in original Contract are subject to
                         quarterly adjustment as provided in Section 4 of
                         this Contract, effective with October 1, 1987. 
                         Rates in this Amendment (Amendment No. 1 -
                         Attachment A) are subject to quarterly adjustment
                         as provided in Section 4 of this Contract
                         effective with October 1, 1988.


Origin          Origin                  Rates           Car Ownership
                                   (In Cents/NT)
ADD:

Rio Grande      Campbells, IN           440             Railroad
 Mine, IN            "                  340             Private

   "            *Indianapolis, IN       435             Railroad
                     "                  295             Private




*    See explanation of "*" in Attachment A to original Contract
<PAGE>
The provisions published herein will, if effective, not result in an
effect on the quality of the human environment.

_________________________________________________________________

                                        AMENDMENT 2
                                            TO
                                        ICC CR-C-4553
_________________________________________________________________



                  CONSOLIDATED RAIL CORPORATION
                     ______________________




                    AMENDED CONTRACT SUMMARY




                      _____________________







_________________________________________________________________

ISSUED AUGUST 4, 1989              EFFECTIVE AUGUST 5, 1989

THE ONLY CHANGE IS TO THE CONFIDENTIAL MATTER OF THE CONTRACT.

_________________________________________________________________

                           ISSUED BY:
                      H. A. TRAUTMANN, JR.
                  Manager - Tariff Publications
                         SIX PENN CENTER
                    PHILADELPHIA, PA.  19103
_________________________________________________________________

Filed with ICC
(C-2118-2-MJ)                    (32)            (PRINTED IN USA)
_________________________________________________________________
<PAGE>
_________________________________________________________________

                  AMENDMENT 2 TO ICC CR-C-4553
_________________________________________________________________

SUBJECT             APPLICATION
_________________________________________________________________

PARTICIPATING
CARRIER. . . . .    Consolidated Rail Corporation.
_________________________________________________________________

COMMODITY. . . .    Bituminous Coal (STC 11 212), for other than
                    Metallurgical or Coking purposes.
_________________________________________________________________

ORIGIN/DES-
TINATION
STATIONS. . . .     Not Applicable.
_________________________________________________________________

PORT NAME. . . .    Not Applicable.
_________________________________________________________________

                    Application Date (EX-387):  January 20, 1989.
                    Date Service Began October 5, 1987.
DURATION OF         Effective August 5, 1989.
CONTRACT. . . .     Expires with January 31, 1998, except 
                     Amendment No. 2 which expires with
                     August 20, 1989.
_________________________________________________________________

ROUTE
MILEAGES. . . .     Not Applicable.
_________________________________________________________________

EQUIPMENT
COVERED. . . .      No Dedicated Equipment.
_________________________________________________________________

BASE RATE. . .      Not Applicable.
_________________________________________________________________

SPECIAL
FEATURES. . . .     Not Applicable.
_________________________________________________________________



                              - 2 -

                            (THE END)
_________________________________________________________________
<PAGE>
                       AMENDMENT NO. 2 TO

              TRANSPORTATION CONTRACT ICC-CR-C-4553

     This Amendment to Conrail Contract ICC-CR-C-4553 made and entered
into the 2nd day of August, 1989 is by and between CONSOLIDATED RAIL
CORPORATION (hereinafter "CR" or "Conrail"), a Pennsylvania corporation,
and INDIANAPOLIS POWER & LIGHT COMPANY (hereinafter "IPL" or
"Consignee"), an Indiana corporation.
     
     I.   The parties hereby agree to revise Sections as shown herein
to read as follows:
     
     1.   TERM OF AGREEMENT: Performance under this Contract shall
begin with the date of filing with the Interstate Commerce Commission
(ICC), subject to the conditions of 49 CFR 1313.2 and 1313.3.  Unless
terminated earlier in accordance with the provisions herein, this
Contract shall remain in effect through January 31, 1998.
          
          The parties agree that, once this Amendment is approved by
the ICC, the terms and conditions contained herein shall apply to
shipments made pursuant to this agreement as of January 20, 1989.  If
this Amendment is not approved by the ICC, the parties agree that rates
absent this agreement will apply.  This Amendment shall remain in effect
through August 20, 1989, or upon notification by Conrail to IPL that
consignor or consignee scales have been approved by Conrail, whichever
occurs first.  Rates effective with this Amendment are shown in
"AMENDMENT TO ATTACHMENT A", attached hereto.
     
     II.  The parties, by their signature of this Contract Amendment,
and intending to be legally bound, hereby expressly indicate that all of
the provisions of the original Contract and Amendment No. 1 thereto,
except as otherwise provided herein, remain in full force and effect and
that such provisions, together with this Amendment, constitute the entire
agreement between the parties.  (AWW does not participate in the
provision of service covered by this Amendment and shall not be furnished
a copy hereof.)
     
     IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Amendment to be executed by their duly authorized
representatives on the date first written above.

INDIANAPOLIS POWER & LIGHT         CONSOLIDATED RAIL CORPORATION
COMPANY


BY:      /s/ R. W. Hill            BY:     /s/ W. G. Barber      

TITLE:   Chairman and President    TITLE: Assistant Vice         
                                          President              
                                          Coal, Coke &           
                                          Iron Ore Sales         
                                          and Marketing          
<PAGE>
                       AMENDMENT NO. 2 TO

              TRANSPORTATION CONTRACT ICC-CR-C-4553


     AMENDMENT TO ATTACHMENT A - RATES FROM CONRAIL ORIGINS

(This will not be furnished to AWW, as AWW does not participate in the
      provision of service covered by rates named herein.)



     All of the provisions of Attachment A to original Contract and
Amendment No. 1 thereto, except as expressly provided herein, remain in
full force and effect, and such provisions, together with this Amendment,
constitute the entire agreement between the parties concerning rates from
Conrail origins.


TERM:     Effective January 20, 1989.  Expires with August 20, 1989, or upon
          notification by Conrail to IPL that consignor or consignee has
          railroad-approved scale, whichever occurs first.

ADJUSTMENT OF RATES:     Rates in original Contract are subject to
                         quarterly adjustment as provided in Section 4 of
                         this Contract, effective with October 1, 1987. 
                         Rates in Amendment No. 1 are subject to quarterly
                         adjustment as provided in Section 4 of this
                         Contract effective with October 1, 1988.  Rates
                         in this Amendment (Amendment No. 2) are not
                         subject to any quarterly adjustment.




Origin          Destination             Rates           Car Ownership
                                   (In $ Per Car)
ADD:

Rio Grande      Campbells, IN           444             Railroad
 Mine, IN             "                 343             Private
                
   "            *Indianapolis, IN       439             Railroad
   "                  "                 297             Private

(1) Section 12 of original Contract, "WEIGHING:" will not apply.

ROUTE:  Conrail Direct
<PAGE>
The provisions published herein will, if effective, not result in an
effect on the quality of the human environment.

_________________________________________________________________

                                        AMENDMENT 3
                                            TO
                                        ICC CR-C-4553
_________________________________________________________________



                  CONSOLIDATED RAIL CORPORATION
                     ______________________




                    AMENDED CONTRACT SUMMARY




                      _____________________







_________________________________________________________________

ISSUED AUGUST 4, 1989                   EFFECTIVE AUGUST 5, 1989

THE ONLY CHANGE IS TO THE CONFIDENTIAL MATTER OF THE CONTRACT.

_________________________________________________________________

                           ISSUED BY:
                      H. A. TRAUTMANN, JR.
                  Manager - Tariff Publications
                         SIX PENN CENTER
                    PHILADELPHIA, PA.  19103
_________________________________________________________________

Filed with ICC
(C-2117-2-MJ)                    (32)            (PRINTED IN USA)
_________________________________________________________________
<PAGE>
_________________________________________________________________

                  AMENDMENT 3 TO ICC CR-C-4553
_________________________________________________________________

SUBJECT             APPLICATION
_________________________________________________________________

PARTICIPATING       Algers, Winslow and Western Railway Company;
CARRIER. . . . .    Consolidated Rail Corporation;
                    The Indiana Rail Road Company.
_________________________________________________________________

COMMODITY. . . .    Bituminous Coal (STC 11 212), for other than
                    Metallurgical or Coking purposes.
_________________________________________________________________

ORIGIN/DES-
TINATION
STATIONS. . . .     Not Applicable.
_________________________________________________________________

PORT NAME. . . .    Not Applicable.
_________________________________________________________________

                    Date Service Began October 5, 1987.
DURATION OF         Effective August 5, 1989.
CONTRACT. . . .     Expires with January 31, 1998.
_________________________________________________________________

ROUTE
MILEAGES. . . .     Not Applicable.
_________________________________________________________________

EQUIPMENT
COVERED. . . .      No Dedicated Equipment.
_________________________________________________________________

BASE RATE. . . Not Applicable.
_________________________________________________________________

SPECIAL
FEATURES. . . .     Not Applicable.
_________________________________________________________________





                              - 2 -

                            (THE END)
_________________________________________________________________
<PAGE>
                       AMENDMENT NO. 3 TO

              TRANSPORTATION CONTRACT ICC-CR-C-4553

     This Amendment to Conrail Contract ICC-CR-C-4553 made and entered
into the 1st day of August, 1989 is by and between CONSOLIDATED RAIL
CORPORATION (hereinafter "CR", "Conrail" or "Railroad"), a Pennsylvania
corporation, ALGERS, WINSLOW AND WESTERN RAILWAY COMPANY (hereinafter
"AWW" or "Railroad"), an Indiana corporation, THE INDIANA RAIL ROAD
COMPANY (hereinafter "INRD" or "Railroad"), an Indiana corporation and
INDIANAPOLIS POWER & LIGHT COMPANY (hereinafter "IPL" or "Consignee"), an
Indiana corporation.   CR, AWW and INRD are hereinafter collectively
referred to as "Carriers" or "Railroads".
       
       I. The parties hereby agree that INRD, upon the effective date
of this Amendment, shall become a party to this Contract the same as if
INRD had been a party to the original Contract, except for provisions
contained in Attachments A and B to Contract as may be amended.
      
      II. The parties hereby agree that INRD shall be furnished a copy
of original Contract, except for Attachments A and B.
     
     III. The parties hereby agree to revise the fourth (4th) "WHEREAS"
clause on Page 1 of original Contract to read as follows:
     
     WHEREAS, CR, AWW and INRD are willing and able to provide
transportation services of such coal;
      
      IV. The parties hereby agree to revise Sections as shown herein
to read as follows:
     
     4.   ADJUSTMENTS:  During the term of this Contract, rates named
herein will be adjusted only in the following manner:
          
          A.   Commencing with October 1, 1987, except as shown in
ATTACHMENTS A and C, as amended, and continuing during the term of this
Contract, on each January 1, April 1, July 1, October 1 thereafter, the
rates shall be adjusted (increased or decreased) based on changes in the
Rail Cost Adjustment Factor (hereinafter RCAF) filed under the procedures
of Ex Parte 290 (Sub. No. 2), Railroad Cost Recovery Procedures,
including all amendments to said procedures, as adopted and approved by
the ICC.  However, in no event shall rates be any less than those offered
on the effective date of this Contract.  If rates are subsequently
established by amendment to this Contract, in no event shall rates be
less than those offered on the effective date of such amendment.
               
               On the first day of each calendar quarter, the RCAF for
the coming quarter will be divided by the RCAF for the immediately
preceding quarter, rounded to three decimal places.  Rates of the
immediately preceding quarter will be multiplied by the resulting factor
and rounded to the nearest whole cent, to produce rates and charges for
the new quarter.
          
          B.   (No change from original Contract.)
          C.   (No change from original Contract.)
          D.   (No change from original Contract.)
     
     7.   SERVICE, EQUIPMENT AND MINIMUM WEIGHTS:
          
          A.   Conrail, AWW and INRD agree to transport bituminous
coal provided for IPL by its coal suppliers from origins named herein to
destinations named herein in accordance with the terms of Attachments A,
B and C, as may be amended, and to provide related transportation
services with reasonable dispatch.  Conrail or its successors, or
permitted assigns shall provide such transportation service between
points shown in Attachment A to this Contract, as may be amended, through
January 31, 1998, or the termination of this Contract, whichever occurs
earlier.
          
          B.   (No change from original Contract.)
          
          C.   Movements of consignments under this Contract will be
scheduled by Conrail when from Conrail and AWW origins, and by Conrail
and INRD when from Conrail and INRD origins.  IPL shall provide Conrail's
General Manager, Indianapolis Division, 31 E. Georgia Street,
Indianapolis, IN 46204, and INRD's Vice President/General Manager, P. O.
Box 2464, Indianapolis, IN 46206-2464, or such other office as Conrail or
INRD may designate, at least seven (7) days before the end of each
calendar month, sufficient information in writing to enable Conrail and
INRD to schedule movement of such consignments for the next calendar
month.  Information shall include origin, destination, loading date and
equipment ownership, tonnage, and number of cars required for each
consignment.  By Wednesday of each week IPL shall provide telephone
confirmation of the above information to Railroads with any changes
necessary to facilitate movement of consignment for the following week. 
Conrail or INRD may change their notification requirements during the
term of this Contract, but may not do so if such change adversely affects
IPL.  Conrail, AWW, and INRD shall exercise their best efforts to move
consignments as requested by IPL but cannot guarantee that scheduled
dates and times will be observed.  Conrail, AWW and INRD shall inform IPL
of inability to comply with IPL's request as far in advance as
practicable.  If a cancellation order is received less than eight (8)
hours before scheduled time and date of placement of empty cars at origin
mine, or after actual placement of empty cars at origin mine, a charge of
five hundred dollars ($500.00) per consignment cancellation subject to
adjustment pursuant to Section 4, will be assessed.
     
     D.   (No change from original Contract.)
     
     E.   When rates in this Contract apply to privately-owned or
leased equipment, Conrail, AWW or INRD have no obligation to supply the
equipment specified to be privately-owned or leased for such rates.  This
Contract is not subject to the provisions of Tariff ICC PHJ 6007 Series
or Tariff ICC CR 9337 Series.
     
     F.   If cars furnished by IPL, or the consignor, are unserviceable
because of damage or destruction caused by Conrail, AWW or INRD
performing service under this Contract, Conrail, AWW or INRD must furnish
written notification to IPL, or consignor, that its cars (designating
them by car initial and number) were damaged or destroyed on (month-day-
year) and will upon written request by IPL, or consignor, furnish
standard railroad-owned cars of like capacity, if available, until such
time as the damaged car or cars are repaired or replaced, but only for a
period not exceeding 150 days after damage or destruction occurred, after
which time the railroad-owned car or cars shall be returned to Conrail,
AWW or INRD and the provisions of this Paragraph will no longer apply to
such car or cars.  Railroad-owned cars furnished to IPL, or consignor,
under provisions of this Paragraph will be furnished without charge.
          
          For the purpose of this Contract each substitute car or cars
will be considered as being furnished by IPL, or the consignor.  
          
          IPL, or consignor, shall confirm request for the substitution
of railroad-owned, or consignor-owned, cars within thirty (30) days of
the date damage or destruction occurred to IPL-owned cars and shall
furnish a certificate stating:
     
     "This is to certify that on (month-day-year) the following
     cars (list car numbers) were destroyed or damaged and are
     being taken out of service to be either repaired or
     replaced."
     
     G.   Rates named in this Contract will apply only on cars with an
official capacity of 196,000 pounds or more, except that rates applicable
in cars of railroad ownership will also apply when railroad furnishes
cars having a lower official capacity.  Official capacity is that shown
in the Universal Machine Language Equipment Register (UMLER) File
maintained by the Association of American Railroads.
     
     H.   Minimum weight per car shall be ninety (90%) percent of the
official capacity of each car.  Weights will be determined as provided in
Section 12 of this Contract.
     
     I.   For all movements of bituminous coal named in this Contract,
except from Lynnville Mine, IN to Petersburg, IN, minimum trainload
consignment is 5,000 tons, except when consignment consists of 50 or more
cars with official capacity of 196,000 pounds or more, then minimum
trainload consignment shall be 90% of official capacity of all cars in
the consignment.
     
     J.   All tonnage for inclusion in a trainload consignment shall be
tendered to Conrail, AWW or INRD on one bill of lading on one day, at one
time from one consignor at one origin, to one IPL destination at
Campbells, Indianapolis, or Petersburg, IN.  Oakland City Junction, IN on
the AWW will be the designated assembly point for shipments originating
at all stations on the AWW.
          
          If less than the minimum trainload consignment required in
connection with rates named in this Contract is tendered for shipment,
charges will be based on the minimum consignment applicable in connection
with such rates, or on actual rates published in tariffs on file with the
Interstate Commerce Commission, whichever is lower.

        8.   FORCE MAJEURE:  In the event that any part is unable to
perform as stated in this Contract due to or as a result of one or more
of the following causes:  Act of God, including, but not limited to
floods, storms, earthquakes, hurricanes, tornadoes, or other severe
weather or climatic conditions; destruction or breakdown of loading or
unloading facilities, mining equipment or plant facilities vital to coal
loading or unloading operations or the mining, transportation or plant
operations of a coal producer, CR, AWW, INRD or IPL not reasonably
preventable by routine or periodic maintenance; act of public enemy, war,
blockade, insurrection riot, vandalism or sabotage; fire, accident,
wreck, derailment, washout or explosion; strike, lockout or labor
dispute, embargoes or AAR service orders; or governmental laws, orders or
regulations, including orders or regulations of environmental agencies,
this Contract shall be suspended at the affected origin and/or
destination only insofar as said origin and/or destination is affected by
described disability and only for the duration of such disability.  Any
absolute amount of volume commitment which is included in this Contract
shall be reduced proportionately for each day or portion thereof, or
disability under this Section.
          
          The term Force Majeure shall mean any such cause which is not
reasonably within the control of the party asserting the Force Majeure,
or its employees or agents, including coal producers, affecting its
performance under this Contract and the adverse effects of which are not
due to the fault of negligence of said party, employee, agent or persons
with whom it has such contracts.
          
          The party experiencing the Force Majeure shall use due
diligence to remove such cause of Force Majeure as may occur and its
performance shall be resumed hereunder.
          
          The party experiencing the disability will send written
notice to the other parties to this Contract, stating the Contract Number
and the location and nature of such disability, and will act to cure the
disability as quickly as possible.  This notice shall be sent within ten
(10) days of the beginning of the disability.  Written notice shall also
be sent within ten (10) days of the end of such disability.
     
     10.  RATES:  Conrail shall transport bituminous coal from origins
named in Attachment A to this Contract to destinations named in
Attachment A of this Contract.  Conrail and AWW shall transport
bituminous coal from origins named in Attachment B to this Contract to
destinations named in Attachment B to this Contract.  Conrail and INRD
shall transport bituminous coal from origins in Attachment C to this
Contract to destinations named in Attachment C to this Contract.  IPL
agrees to pay rates and/or charges named in Attachments A, B and C.  (AWW
does not participate in the provisions of service covered by rates named
in Attachments A or C; thus disclosure of such rates shall not be made to
AWW.  INRD does not participate in the provisions of service covered by
rates named in Attachments A or B; thus disclosure of such rates shall
not be made to INRD.)
     
     11.  LOADING, UNLOADING, PLACEMENT AND DETENTION:
          
          A.   Origin:  Governed by provisions of Tariff ICC CR-9109,
or successive issues thereof, when on Conrail.
               
               Governed by provisions of Tariff ICC PHJ 6008-Q, Item
646, Part A, or successive issues thereof, when on AWW.
               
               Governed by provisions of Tariff ICC INRD 4000-A, or
successive issues thereof, when on the INRD.
          
          B.   Destination:  (No change from original Contract.)
     
     12.  WEIGHING:
          
          A.   Weights for billing purposes will be based upon weights
determined by IPL or consignor, from Conrail, AWW or INRD approved
scales.
          
          B.   In the event of an emergency, where weights as
described in Section 12.A are not available, an average cubical weight
factor will be established through use of historical actual weights of
coal from the specific origin, using the last three most recent
shipments.
          
          C.   Rates in this Contract do not include weighing service
by Conrail, AWW or INRD, except as provided in Section 12.D herein.  If
weighing service is requested by IPL or consignor, an entire shipment
must be weighed at a charge of 38 cents per net ton (subject to
adjustment under Section 4 of this Contract) and the party making the
request will be charged for weighing of the entire shipment.
          
          D.   Conrail, AWW or INRD, at their sole option and
convenience, may weigh shipments in lieu of calculating average or
estimated weights under Section 12.B.
     
     13.  NOTICE PROVISION:  Except as otherwise provided in this
Contract, notices, statements, etc., which are required or permitted to
be given under this Contract shall be sent to the parties identified
below, or to such parties as Conrail, AWW, INRD or IPL may later
identify:

If to Conrail:                     If to IPL:

Manager, Transportation Contracts  Vice President-Fuel Supply
Consolidated Rail Corporation      Indianapolis Power & Light
Room 945, One Liberty Place          Company
1650 Market Street                 P. O. Box 1595B
Philadelphia, PA  19103-7399       Indianapolis, IN  46206

     and                           If to AWW:

Manager, Coal Marketing-Utility    General Manager
Consolidated Rail Corporation      Algers, Winslow and Western
Room 1126, One Liberty Place         Railroad Company
1650 Market Street                 Route 2, P. O. Box 188
Philadelphia, PA  19103-7399       Oakland City, IN  47660

If to INRD:

The Indiana Rail Road Company
Senate Avenue Terminal
Box 2464
Indianapolis, IN  46206-2464
Attn:  General Manager

     21.  TARIFF PUBLICATION:  Unless the parties agree to extend the
term of this Contract or enter into a new Contract, at the end of the
term of this Contract or the earlier termination of this Contract, CR,
AWW and INRD shall upon sixty (60) days written notice from IPL file and
publish a tariff or tariffs to meet the then existing transportation
requirements of IPL at the then existing rates covering all movements
specified in Attachments A, B and C, which tariff(s) shall become
effective January 31, 1998 or upon the termination of this Contract,
whichever date occurs earlier, and shall be applicable for a minimum of
ninety (90) days following the termination or expiration of this
Contract.
     
     V.   The parties, by their signature of this Contract Amendment,
and intending to be legally bound, hereby expressly indicate that all of
the provisions of the original Contract, as amended, except as otherwise
provided herein, remain in full force and effect and that such
provisions, together with this Amendment, constitute the entire agreement
between the parties.  (AWW and INRD do not participate in the provision
of service covered by Amendment No. 1 and Amendment No. 2; thus Amendment
No. 1 and Amendment No. 2 shall not be furnished to AWW or INRD.)
     
     IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Amendment to be executed by their duly authorized
representatives on the date first written above.

INDIANAPOLIS POWER & LIGHT    CONSOLIDATED RAIL CORPORATION
COMPANY


BY:    /s/ R. W. Hill         BY:    /s/ Charlie Marshall  

TITLE: Chairman and President TITLE:  Sr. Vice President - 
                                 Marketing & Sales    

ALGERS, WINSLOW AND WESTERN   THE INDIANA RAIL ROAD COMPANY
  RAILWAY COMPANY             (Not a party to Attachments A
(Not a party to Attachments    or B, hereto)
 A or C, hereto)


BY:    /s/ Robert A. Shaw     BY:  /s/ Thomas G. Hoback    

TITLE:   Gen. Mgr.            TITLE: President & C.E.O.    
<PAGE>
 AMEND THE HEADINGS OF ATTACHMENT A, AMENDMENT TO ATTACHMENT A,
            AND ATTACHMENT B, TO READ AS SHOWN BELOW:




              TRANSPORTATION CONTRACT ICC-CR-C-4553

            ATTACHMENT A - RATES FROM CONRAIL ORIGINS

(This will not be furnished to AWW or INRD, as AWW and INRD do not
participate in the provision of service covered by rates named herein) 



-----------------------------------------------------------------




                       AMENDMENT NO. 1 TO
              TRANSPORTATION CONTRACT ICC-CR-C-4553

     AMENDMENT TO ATTACHMENT A - RATES FROM CONRAIL ORIGINS

(This will not be furnished to AWW or INRD, as AWW and INRD do not
participate in the provision of service covered by rates named herein)



-----------------------------------------------------------------



              TRANSPORTATION CONTRACT ICC-CR-C-4553

              ATTACHMENT B - RATES FROM AWW ORIGINS


(This will not be furnished to INRD, as INRD does not participate in the
provision of service covered by rates named herein.



-----------------------------------------------------------------
<PAGE>
                       AMENDMENT NO. 3 TO

              TRANSPORTATION CONTRACT ICC-CR-C-4553


             ATTACHMENT C - RATES FROM INRD ORIGINS

(This will not be furnished to AWW, as AWW does not participate in the
      provision of service covered by rates named herein.)



Customer Name:      Indianapolis Power & Light Company

Customer Status:         Receiver

Adjustment of Rates:     Rates are subject to quarterly adjustment as
                         provided in Section 4 of this Contract, effective
                         with October 1, 1989.

Volume:             One hundred thousand (100,000) tons per year as
                    further described in Notes 1, 2 and 3.


Commodity
STCC            Route           Equipment Type          Min. Wt. Per Car

Bituminous      INRD-Switz      Open Top Hopper         As provided in
  Coal          City, IN-       Cars as provided        Section 7 of
  112           Conrail         in Section 7 of         Contract
                                Contract




Origin          Destination             Rates           Car Ownership
                                   (In cents/NT)

Dugger, IN )    Campbells, IN           474             Railroad
           )         "                  370             Private
           )    Indianapolis, IN        556             Railroad
           )         "                  491             Private
           )    Petersburg, IN          427             Railroad
                     "                  373             Private

Explanation of Notes:

Note 1:   IPL agrees that in each contract year, except as shown in
          Note 2, it will ship or cause to be shipped, subject to the
          provisions of this Contract, not less than one hundred
          thousand (100,000) tons of bituminous coal between origins
          and destinations described in Attachment C.

Note 2:   The provisions of Note 1 will not apply until the first
          contract year following the first shipment made under this
          Attachment.  During the first calendar year in which a
          shipment is made under this Attachment the volume requirement
          shall be determined by multiplying 274 tons by the number of
          days remaining in that calendar year commencing with the date
          of the first shipment.  During the last contract year, IPL
          agrees that it will ship or cause to be shipped not less than
          one hundred eight thousand (108,000) tons of bituminous coal.

Note 3:   If IPL fails to ship, or causes to be shipped, during any
          contract year or calendar year as specified in Notes 1 and 2,
          the volume specified in Notes 1 and 2 (whichever is
          applicable), subject to adjustment pursuant to Section 8 of
          this Contract, as amended.  IPL shall pay Conrail $2.04 per
          net ton for each ton of shortfall, subject to adjustment
          under Section 4 of this Contract effective with October 1,
          1989.

<PAGE>
The provisions published herein will, if effective, not result in an
effect on the quality of the human environment.

_________________________________________________________________

                                        AMENDMENT 4
                                            TO
                                        ICC CR-C-4553
_________________________________________________________________



                  CONSOLIDATED RAIL CORPORATION
                     ______________________




                    AMENDED CONTRACT SUMMARY




                      _____________________







_________________________________________________________________

ISSUED JULY 31, 1990               EFFECTIVE AUGUST 1, 1990

THE ONLY CHANGE IS TO THE CONFIDENTIAL MATTER OF THE CONTRACT.

_________________________________________________________________

                           ISSUED BY:
                        A. J. McGEE, JR.
                  Manager - Tariff Publications
                         SIX PENN CENTER
                    PHILADELPHIA, PA.  19103
_________________________________________________________________

Filed with ICC
(C-1998-2-JEC)                   (22)            (PRINTED IN USA)
_________________________________________________________________

<PAGE>
_________________________________________________________________

                  AMENDMENT 4 TO ICC CR-C-4553
_________________________________________________________________

SUBJECT             APPLICATION
_________________________________________________________________

PARTICIPATING       
CARRIER. . . . .    Consolidated Rail Corporation.
                    The Indiana Rail Road Company.
_________________________________________________________________

COMMODITY. . . .    Bituminous Coal (STC 11 212), for other than
                    Metallurgical or Coking purposes.
_________________________________________________________________

ORIGIN/DES-
TINATION
STATIONS. . . .     Not Applicable.
_________________________________________________________________

PORT NAME. . . .    Not Applicable.
_________________________________________________________________

                    Application Date (EX-387); August 7,
DURATION OF         1989 and April 1, 1990.  Date Service
CONTRACT. . . .     Began October 5, 1987.  Effective
                    August 1, 1990.  Expires with
                    January 31, 1998.
_________________________________________________________________

ROUTE
MILEAGES. . . .     Not Applicable.
_________________________________________________________________

EQUIPMENT
COVERED. . . .      No Dedicated Equipment.
_________________________________________________________________

BASE RATE. . .      Not Applicable.
_________________________________________________________________

SPECIAL
FEATURES. . . .     Not Applicable.
_________________________________________________________________





                              - 2 -

                            (THE END)
_________________________________________________________________
<PAGE>
                       AMENDMENT NO. 4 TO

              TRANSPORTATION CONTRACT ICC-CR-C-4553

     This Amendment to Conrail Contract ICC-CR-C-4553 made and entered
into the 30th day of July, 1990 is by and between CONSOLIDATED RAIL
CORPORATION (hereinafter "CR", "Conrail" or "Railroad"), a Pennsylvania
corporation, THE INDIANA RAIL ROAD COMPANY (hereinafter "INRD" or
"Railroad"), and INDIANAPOLIS POWER & LIGHT COMPANY (hereinafter "IPL" or
"Consignee"), an Indiana corporation.
       
       I. The parties hereby agree to revise Sections as shown herein
to read as follows:
     
     1.   TERM OF AGREEMENT:  Performance under this Contract shall
begin with the date of filing with the Interstate Commerce Commission
(ICC), subject to the conditions of 49 CFR 1313.2 and 1313.3.  Unless
terminated earlier in accordance with the provisions herein, this
Contract shall remain in effect through January 31, 1998.
          
          The parties agree that, once this Amendment is approved by
the ICC, the terms and conditions contained herein shall apply to
shipments made pursuant to this agreement as of August 7, 1989 and April
1, 1990.  If this Amendment is not approved by the ICC, the parties agree
that rates absent this agreement will apply.  This Amendment shall remain
in effect through July 31, 1992.  Rates effective with this Amendment are
shown in "ATTACHMENT C (AMENDED)," attached hereto.
      
      II.  The parties, by their signature of this Contract Amendment,
and intending to be legally bound, hereby expressly indicate that all of
the provisions of the original Contract, Amendment No. 1 and Amendment
No. 3 thereto, except as otherwise provided herein, remain in full force
and effect and that such provisions, together with this Amendment,
constitute the entire agreement between the parties.  (AWW does not
participate in the provision of service covered by this Amendment and
shall not be furnished a copy hereof.)
     
     IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Amendment to be executed by their duly authorized
representatives on the date first written above.

INDIANAPOLIS POWER & LIGHT    CONSOLIDATED RAIL CORPORATION
COMPANY


BY:    /s/ R. L. Humke        BY:    /s/ R. A. Listwak     
     Ramon L. Humke
TITLE: President and Chief    TITLE:  Director - Coal      
       Operating Officer            Marketing            


THE INDIANA RAIL ROAD COMPANY


BY:    /s/ Thomas G. Hoback  

TITLE: President & C.E.O.    
<PAGE>
                       AMENDMENT NO. 4 TO

              TRANSPORTATION CONTRACT ICC-CR-C-4553


   CHANGE ATTACHMENT C (AMENDMENT NO. 3) - TO READ AS FOLLOWS:

        ATTACHMENT C (AMENDED) - RATES FROM INRD ORIGINS

(This will not be furnished to AWW, as AWW does not participate in the
      provision of service covered by rates named herein.)



Customer Name:      Indianapolis Power & Light Company

Customer Status:         Receiver

Adjustment of Rates:     Rates are subject to quarterly adjustment as
                         provided in Section 4 of this Contract, effective
                         as shown below.



Commodity
  STCC          Route           Equipment Type          Min. Wt. Per Car

Bituminous      INRD-Switz      Open Top Hopper         As provided in
  Coal          City, IN-       Cars as provided        Section 7 of
  112           Conrail         in Section 7 of         Contract
                                Contract



                                                        Per     Car
Origin          Destination             Rates           Unit    Ownership
                                    (In Dollars)

Dugger, IN      Campbells, IN       $4.74 (1)(5)        Net Ton  Railroad
    "                 "              455.00 (2)         Car         "
    "                 "              431.00 (3)         Car         "
    "                 "              3.79 (1)(5)        Net Ton  Private
    "                 "              369.00 (2)         Car         "
    "                 "              363.00 (3)         Car         "

    "           Indianapolis, IN     5.56 (1)(5)        Net Ton   Railroad
    "                 "              532.00 (4)         Car          "
    "                 "              505.00 (3)         Car          "

Dugger, IN      Indianapolis, IN     4.91 (1)(5)        Net Ton   Private
    "                 "              488.00 (4)         Car          "
    "                 "              482.00 (3)         Car          "

    "           Petersburg, IN       4.27 (1)           Net Ton   Railroad
    "                 "              3.73 (1)           Net Ton   Private
<PAGE>
Explanation of References:

                                Rate Subject to Quarterly
                                Adjustment As Provided in
                                Section 4 of This Contract
                                (RCAF), With First Adjust-      Rate
Ref.    Rate Effective          ment Effective on:              Expires
       
(1)     August 5, 1989          October 1, 1989            January 31, 1998

(2)     August 7, 1989          October 1, 1989            July 31, 1990

(3)     August 1, 1990          October 1, 1990            July 31, 1992

(4)     April 1, 1990           July 1, 1990               July 31, 1990

(5)  Rates subject to this reference (rates expressed in dollars per net
     ton) will not apply while rates subject to references (2) and (3)
     (rates expressed in dollars per car) are in effect.

Volume:   One hundred thousand (100,000) tons per year as further
          described in Notes 1, 2 and 3.


Explanation of Notes:

Note 1:   IPL agrees that in each contract year, except as shown in
          Note 2, it will ship or cause to be shipped, subject to the
          provisions of this Contract, not less than one hundred
          thousand (100,000) tons of bituminous coal between origins
          and destinations described in Attachment C.  For purposes of
          volume calculation, each carload of bituminous coal shipped
          from Dugger, IN to Campbells and Indianapolis, IN on a "per
          car" rate shall be considered as containing 92.2 tons when in
          railroad cars and 99.6 tons when in private cars.

Note 2:   The provisions of Note 1 will not apply until the first
          contract year following the first shipment made under this
          Attachment.  During the first calendar year in which a
          shipment is made under this Attachment the volume requirement
          shall be determined by multiplying 274 tons by the number of
          days remaining in that calendar year commencing with the date
          of the first shipment.  During the last contract year, IPL
          agrees that it will ship or cause to be shipped not less than
          one hundred eight thousand (108,000) tons of bituminous coal.

Note 3:   If IPL fails to ship, or causes to be shipped, during any
          contract year or calendar year as specified in Notes 1 and 2,
          the volume specified in Notes 1 and 2 (whichever is
          applicable), subject to adjustment pursuant to Section 8 of
          this Contract, as amended.  IPL shall pay Conrail $2.04 per
          net ton for each ton of shortfall, subject to adjustment
          under Section 4 of this Contract effective with October 1,
          1989.